Information regarding special meetings for shareholders can be found in Tex. Bus. Orgs. Code § 21.352. Also, refer to Tex. Bus. Orgs. Code § 21.353 for information about notice of meetings and Tex. Bus. Orgs. Code § 21.3531 regarding notice by electronic transmission.
Notice to Shareholders of Special Meeting to Consider Merger
[Date]
[Name of corporation A]
[Address of corporation A]
TO THE SHAREHOLDERS OF [name of corporation A]
[Name and address of shareholder]
Re: Notice of special meeting to consider a merger of [name of corporation A] with [name of corporation B]
Dear Shareholder:
On [date of board approval], the Board of Directors of [name of corporation A] [adopted by unanimous written consent/approved at a meeting of the Board of Directors] a proposal (the “Plan of Merger”), in substantially the form attached hereto as Exhibit A, to merge with [name of corporation B], and directed that the proposal be set before the shareholders for consideration.
On [date of shareholder meeting], at [time of meeting] central time, a special meeting of shareholders will be held at [location of meeting] to consider and vote on the Plan of Merger. [Name of corporation A]’s Board of Directors has fixed the close of business on [record date] as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any adjournments or postponements of that meeting. Only shareholders of record at the close of business on [record date] are entitled to notice of, and to vote at, such meeting.
If approved, the merger would be effective on the filing and effectiveness of the certificate of merger of [name of corporation A], and the merger would be conducted in compliance with the Texas Business Organizations Code (the “BOC”). The shareholders of [name of corporation A] have the right of dissent and appraisal as set forth in the BOC, under which the shareholder may obtain a fair value of its ownership interest through an appraisal in compliance with the procedures set forth in the Plan of Merger and chapter 10, subchapter H, of the BOC. A copy of BOC chapter 10, subchapter H, is attached as Exhibit B. Any shareholder who delivers a written notice to perfect its right of dissent and appraisal pursuant to section 10.356(b)(3) of the BOC must provide the notice to the principal executive offices of [name of corporation A], which are located at [address of principal executive offices of corporation A].
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Include the following statement if the meeting is held by means of remote communication. Tex. Bus. Orgs. Code § 21.353(c) states that “[i]f a meeting is held by means of remote communication, the notice of the meeting must include information on how to access the list of shareholders entitled to vote at the meeting required by Section 21.372.” |
[Describe how to access the list of shareholders to vote at the meeting.]
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Continue with the following. |
By order of the Board of Directors,
[Name of officer], [title]
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Attach the plan of merger as Exhibit A and a copy of chapter 10, subchapter H, of the Texas Business Organizations Code as Exhibit B. |